Big Lots 2009 Annual Report Download - page 25

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Additionally, on an annual basis, each director, nominee for director and executive officer is obligated to complete
a questionnaire that requires written disclosure of any related person transaction. These questionnaires are
reviewed by the Nominating / Corporate Governance Committee and our General Counsel to identify any potential
conflicts of interest or potential related person transactions.
Based on our most recent review conducted in the first quarter of fiscal 2010, we have not engaged in any related
person transactions since the beginning of fiscal 2009.
Board’s Role in Risk Oversight
The Board and its committees play an important role in overseeing the identification, assessment and mitigation
of risks that are material to us. In fulfilling this responsibility, the Board and its committees regularly consult with
management to evaluate and, when appropriate, modify our risk management strategies. While each committee is
responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly
informed about such risks through committee reports.
The Audit Committee assists the Board in fulfilling its oversight responsibility relating to the performance of our
system of internal controls, legal and regulatory compliance, our audit, accounting and financial reporting processes,
and the evaluation of enterprise risk issues, particularly those risk issues not overseen by other committees. The
Compensation Committee is responsible for overseeing the management of risks relating to our compensation
programs. The Nominating / Corporate Governance Committee manages risks associated with corporate governance,
related person transactions, and business conduct and ethics. The Strategic Planning Committee assists the Board
and management in managing risks related to strategic planning, succession planning and significant mergers and
acquisitions. The Public Policy and Environmental Affairs Committee, a management committee that reports to
the Nominating / Corporate Governance Committee, oversees management of risks associated with public policy,
environmental and social matters that may affect our operations, performance or public image.
Code of Business Conduct and Ethics & Code of Ethics for Financial Professionals
We have a Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees.
We also have a Code of Ethics for Financial Professionals which is applicable to our principal executive officer,
principal financial officer, principal accounting officer, controller and other persons performing similar functions.
Both the Code of Business Conduct and Ethics and the Code of Ethics for Financial Professionals are available in the
Investor Relations section of our website (www.biglots.com) under the “Corporate Governance” caption. We intend
to post amendments to or waivers from any applicable provision (related to elements listed under Item 406(b) of
Regulation S-K) of the Code of Business Conduct and Ethics and the Code of Ethics for Financial Professionals (in
each case, to the extent applicable to our principal executive officer, principal financial officer, principal accounting
officer, controller or persons performing similar functions), if any, at this location on our website.
Compensation Committee Interlocks and Insider Participation
During fiscal 2009, Mr. Solt, Mr. Tener and Mr. Tishkoff served on our Compensation Committee. No member of our
Compensation Committee serves or has served at any time as one of our officers or employees or has or, during fiscal
2009, had a material interest in any related person transaction, as defined in Item 404 of Regulation S-K. None of our
executive officers serve or, during fiscal 2009, served as a member of the board of directors or compensation committee of
any other company that has or had an executive officer serving as a member of the Board or our Compensation Committee.
Communications with the Board
Shareholders and other parties interested in communicating directly with the Board, with specified individual
directors or with the outside directors as a group, may do so by choosing one of the following options:
Call the Board at: [phone]
Write to the Board at: Big Lots Board of Directors, 300 Phillipi Road, Columbus, Ohio 43228-5311
E-mail the Board at: www.biglots.ethicspoint.com